The consortium comprising Ferrovial Infraestructuras, S.A. (of which Grupo Ferrovial, S.A. is the sole shareholder), Caisse de dépôt et placement du Québec and an investment company managed by GIC Special Investments Pte Ltd (the “Consortium”) created with the purpose of acquiring 100% of the capital of BAA plc. (“BAA”), has appointed Macquarie Bank Limited (“MBL”) as financial co-adviser of the Consortium for that operation, in conjunction with the Consortium’s current adviser, Citigroup Global Markets Limited.
Ferrovial Infraestructuras has also reached an agreement with Macquarie Airports (“MAp”) under which the two parties grant each other conditional call and put options (the “Options”) on the holdings of Ferrovial Aeropuertos, S.A. (100% subsidiary of Ferrovial Infraestructuras) in the capital of the companies owning the rights to Sydney and Bristol airports.
Exercise of the Options is conditional upon the acquisition by the Consortium of a controlling stake in the capital of BAA.
If that condition is met, MAp has the option to buy 20.9% of the capital of Sydney airport and 50% of the capital of Bristol airport from Ferrovial Aeropuertos, without prejudice to any pre-emptive rights which the other shareholders of those airports may have. The strike price of both options is based on the valuation of those assets by MAp in December 2005, net of any earnings distributions which those companies may make after the date of the agreement. At the date of this communiqué, those prices amount to approximately 1.009 billion Australian dollars (600 million euro) in the case of Sydney and 106 million pounds sterling (154 million euro) in the case of Bristol.
Ferrovial Infraestructuras can exercise its put options, subject also to any pre-emptive rights of the other shareholders of each airport, at a 7.5% discount on the price of the call options, which, at the date of this communiqué, amounts to approximately 934 million Australian dollars (552 million euro) in the case of Sydney and 98 million pounds sterling (142 million euro) in the case of Bristol.
Neither the call nor the put options have any price nor may they be exercised before the earlier of 90 days after the acquisition by the Consortium of control of BAA or in at most 365 days from the date of signature of the agreement.
Because of the nature of the Options, Grupo Ferrovial will inform the market of the terms and conditions of their exercise if the condition precedent is met.
Macquarie Bank provides investment banking and financial services and employs over 7,600 people in 24 countries. Grupo Ferrovial and Macquarie Bank have collaborated successfully in a number of projects and initiatives in the last six years, including the IPO of Cintra, in which Macquarie divested its entire 40% stake, the acquisition of Chicago Skyway Tollway in Chicago (USA), and the appointment as preferred bidder of the consortium comprising Cintra and Macquarie for the acquisition of the Indiana Toll Road in Indiana (USA).
